Exclusive: SPX bid for Gardner Denver tops $4 billion - sources

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Published December 12, 2012

| Reuters

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NEW YORK – Industrial machinery maker SPX Corp has outbid private equity firms competing to buy Gardner Denver Inc by a wide margin, offering to pay more than $4 billion for the rival, according to two people familiar with the matter.

Private equity firms Advent International, KKR & Co LP , and a consortium of TPG Capital Management LP and Onex Corp made all-cash offers in the mid-to-high $70s per share range, the people said on Wednesday. But SPX has topped those bids by offering substantially more, they said.

Based on Gardner Denver's 49.1 million outstanding shares, the private equity offers in the mid-to-high 70s per share range would have represented deal values for around $3.6 billion and $3.9 billion.

The SPX offer was so much higher that Gardner Denver cancelled management meetings with private equity bidders that were initially set for this week and did not even seek second-round offers, the people said. Instead, it turned to SPX for one-on-one discussions with the goal of finalizing a deal before the end of the year, they said.

The people spoke on condition of anonymity because the matter is confidential. SPX, Gardner Denver, KKR, Advent and TPG declined to comment, while Onex did not immediately respond to requests for comment.

The exact SPX bid and deal structure could not be learned, but an aggressive offer by SPX could raise questions among investors, who punished the company's stock after Reuters reported on Monday that it had entered exclusive negotiations to buy Gardner Denver.

Shares of SPX were down 1.1 percent to $61.39 on the New York Stock Exchange on Wednesday afternoon, adding to a 9.2 percent decline on Tuesday and valuing the company at around $3.1 billion.

Gardner Denver shares rose 5.5 percent to $73.32 on Wednesday, giving it a market value of about $3.6 billion.

A deal with SPX would represent a huge premium to the $55 a share level that Gardner Denver's shares traded at before Reuters reported news of a potential sale on October 25, but would pose a financial strain on SPX's balance sheet.

SPX Chief Executive Chris Kearney has worked over the past few years to focus the company on its flow control business, which makes equipment used in processing liquids ranging from petroleum to dairy products.

Gardner Denver, which makes compressors, pumps and vacuum products for industrial uses, said on October 25 that it was pursuing strategic alternatives including a sale of the company, confirming a Reuters report earlier in the day.

(Reporting by Greg Roumeliotis and Soyoung Kim in New York; Editing by Gerald E. McCormick and Tim Dobbyn)